Corporation Charter Amendment and Name-Change Packet

CALIFORNIA CORPORATION CHARTER AMENDMENT AND NAME-CHANGE PACKET

Classification comes first. Use this packet for an amendment to the articles of incorporation of a domestic stock corporation. Do not use an articles amendment merely to change current agent, address, officer, director, or other Statement of Information data; do not use it for a bylaw-only, tax, assumed-name, securities, merger, conversion, or foreign-registration change.

Scope gate. Excludes nonprofit, social-purpose, benefit, close, professional, regulated, suspended, disputed-control, and insolvent corporations unless California counsel supplies the correct entity-specific route.

Keep any internal bylaw change separate and cross-reference the universal amendment to bylaws.

1. ENTITY AND CHANGE INTAKE

Business reason: [____________________________________________________________]

Contracts, financing, permits, equity plans, or licenses affected: [____________________]

2. FILING CLASSIFICATION

☐ Current state record, original articles, every amendment/restatement, bylaws, stock ledger, voting agreements, and shareholder agreements reviewed.

☐ The proposed language is lawful in current original articles under § 900.

☐ Restatement was considered if another amendment would make the public charter hard to read.

3. CALIFORNIA APPROVAL GATE

Select and document the route that applies.

☐ No shares issued — § 901. A majority of incorporators signed if directors were neither named nor elected; otherwise a majority of directors adopted the amendment.

☐ Shares issued — § 902. The board approved the amendment and the outstanding shares approved it, subject to every greater articles requirement and each required class or series vote.

☐ Board-only statutory exception. Counsel identified the exact § 902 exception and recorded its facts here: [________________________________________________].

Class and series voting review — § 903

Do not count only the aggregate vote. A class must separately approve when the amendment affects that class in a way listed in § 903, including specified changes to authorized shares, exchanges or reclassifications, rights or preferences, senior securities, series authority, or accrued dividends. A differently affected series may require separate treatment.

☐ Articles, class terms, voting agreements, and statutory greater-vote rules checked.

☐ Notice, record date, quorum, consent, and meeting procedure independently validated.

Board resolution

The Board finds the proposed amendment advisable, adopts the text in Section 4, directs submission to shareholders when required, and authorizes [NAME/TITLE] to complete and file the appropriate California certificate after all conditions are satisfied.

4. AMENDMENT TEXT WORKSHEET

For a name change, write the complete new legal name exactly as it should appear after acceptance.

Proposed legal name: [________________________________]

☐ California Business Search checked on [__/__/____].

☐ Trademark, domain, licensing, lender, contract, and foreign-jurisdiction conflicts separately reviewed.

A database result or reservation is a dated administrative check, not a guarantee of filing acceptance, trademark rights, regulatory approval, or availability elsewhere.

5. CERTIFICATE PREPARATION

After shares have issued, § 905 requires an officers' certificate stating the amendment text, board approval, and the required shareholder-vote facts or the facts supporting a board-only route. Before shares issue, use the § 906 route and its no-shares and signer statements.

☐ Certificate wording follows § 907 and does not depend on unstated attachments or oral terms.

☐ General amendment, name-change-only amendment, or restatement form selected correctly.

☐ Current name—not proposed name—used wherever the filing asks for the name presently of record.

As of 2026-07-29, the Secretary of State's stock-corporation amendment instructions state a $30 filing fee and a $15 in-person special-handling fee. Verify the form revision, fee, portal, address, status requirements, and processing options on filing day.

6. FILING AND ACCEPTANCE

☐ Accepted stamped copy and payment record saved.

☐ No business is conducted under the proposed name before the amendment becomes effective and necessary registrations are updated.

☐ Rejection corrections remain within the authority actually approved; material changes return for renewed approval.

7. CONFORMING RECORDS AND NOTICE LOG

☐ Minute book, charter copy, bylaws, stock ledger, capitalization table, certificates, equity plans, and authority certificates updated.

☐ Banks, insurers, contracts, lenders, landlords, vendors, customers, payroll, benefits, tax agencies, licenses, and permits reviewed for notice or consent.

☐ Foreign registrations and assumed names updated separately in every affected jurisdiction.

8. COMPLETION CERTIFICATE

The undersigned confirms that the filing was correctly classified; the articles, bylaws, equity records, and approval thresholds were reviewed; each required board, shareholder, class, and series approval was documented; the accepted filing is retained; and conforming updates are complete or assigned.

Authorized officer: [________________________________]

Signature: [________________________________] Date: [__/__/____]

SOURCES AND REFERENCES

• California Legislature — Corporations Code Chapter 9, §§ 900-911
• California Secretary of State — stock-corporation certificate of amendment instructions and sample
• California Secretary of State — stock-corporation name-change-only amendment
• California Secretary of State — restated articles instructions and sample

Statutes, forms, and stated fees verified 2026-07-29; recheck all filing facts immediately before submission.